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©2019 by Valley Eats                                                                                             |                                     24 Pembroke St W Suite #5, K8A 5M3, Pembroke ON

TERMS OF SERVICE

Valley Eats Platform

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE VALLEY EATS PLATFORM.

 

The use and access of the Valley Eats Platform constitutes your agreement to be legally bound by these Terms, which establishes a contractual relationship between You and Valley Eats. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. Valley Eats may terminate these Terms or any Services with respect to you, or generally cease offering or, deny access to the Services or any portion thereof, at any time for any reason.


IN RESPECT OF ACCESS AND USE OF VALLEY EATS WEBSITE LOCATED AT www.valleyeats.ca, AND ANY SUBDOMAINS USED IN CONNECTION WITH OR RELATED TO THE SAME AND ANY FUTURE VERSIONS (THE “WEBSITE”) AS WELL AS VALLEY EATS MOBILE APPLICATIONS (THE “VALLEY EATS PLATFORM ”)(TOGETHER THE Valley Eats Platform AND THE WEBSITE CONSTITUTE THE “VALLEY EATS PLATFORM”) THESE TERMS OF SERVICE APPLY TO ALL USERS OF THE VALLEY EATS PLATFORM, INCLUDING USERS WHO ARE VENDORS OF GOODS OR PROVIDERS OF COURIER SERVICES TO OTHER USERS OF THE VALLEY EATS PLATFORM, USERS WHO PURCHASE GOODS OR SERVICES THROUGH THE VALLEY EATS PLATFORM, USERS WHO DOWNLOAD THE VALLEY EATS PLATFORM  AND USERS WHO SIMPLY VIEW THE CONTENT ON OR AVAILABLE THROUGH THE WEBSITE.

IMPORTANT NOTICE: THESE TERMS OF SERVICE ARE SUBJECT TO CHANGE BY VALLEY EATS IN ITS SOLE DISCRETION AT ANY TIME TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

 

When changes are made, Valley Eats will make a new copy of the Terms of Service available on the Valley Eats Platform. We will also update the "Last Updated" date at the top of the Terms of Service. If we make any material changes, and you have registered with us to create an account we may also send an email to you at the last email address you provided to us pursuant to the Terms of Service. Any changes to the Terms of Service will be effective immediately after posting notice of such changes on the Valley Eats Platform. Valley Eats may require you to provide consent to the updated Terms of Service in a specified manner before further use of the Valley Eats Platform and/or the Valley Eats Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Valley Eats Platform and/or the Valley Eats Services. Otherwise, your continued use of the Valley Eats Platform and/or Valley Eats Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE VALLEY EATS PLATFORM TO VIEW THE MOST CURRENT TERMS.

INDEX

You should read these Terms of Service in their entirety, however, this index is provided for ease of reference to enable you to navigate to specific sections of the Terms.

  1. GENERAL TERMS

    1. Users and Applicable Legal Terms

    2. Valley Eats Accounts

    3. Licensed Access to the Valley Eats Platform and Permitted Use

    4. No Unlawful or Prohibited Use

    5. Intellectual Property Terms

    6. Advertising and Third-Party Websites

    7. Platform Updates and Availability

    8. Disclaimers

    9. No Implied Warranties; Limitations of Liability

    10. Indemnification

    11. Governing Law and Dispute Resolution

    12. Miscellaneous

    13. Copyright Infringement

  2. ORDERING TERMS

    1. Access, Valley Eats Services and Products

    2. Valley Eats Customer Account

    3. Placing Orders

    4. Customer Care, Goods Contract, Third Party Couriers and Refunds

    5. Payment Processing Services

    6. Price and Payment

    7. Pickup or Delivery

  3. VALLEY EATS CREDITS AND CONTESTS

    1. Valley Eats Credits

    2. Contests/Competitions

I. GENERAL TERMS

1. Users and Applicable Legal Terms

  1. Definition of Users. The Valley Eats Platform facilitates the ordering by consumers/end users of the Valley Eats Platform ("Customers") of food, drinks and other products (collectively "Goods") offered by restaurants and store owners through the platform ("Vendors") and the delivery of such Goods through independently contracted couriers who are users of the Valley Eats Platform (the "Couriers"). Collectively, Customers, Vendors and Couriers constitute "Users" of the Valley Eats Platform and these Terms of Service apply to all Users.

  2. Valley Eats Privacy Policy. Please note that important information about Valley Eats practices on the collection, use and disclosure of Users’ personal information submitted via the Website or the Valley Eats Platform is governed by our Privacy Policy, the terms of which are incorporated into this Terms of Service. Please see further:https://www.valleyeats.ca/privacy ("Privacy Policy").

  3. Additional Terms for Vendors and Couriers. In addition to these Terms of Service and the Privacy Policy, Vendors and Couriers are subject to additional terms agreed in separate agreements with Valley Eats in respect of the goods/services offered by such Users. In the event of any conflict between these Terms of Services and the separate agreement you have with Valley Eats, the terms of the separate Valley Eats agreement will govern.

  4. Additional Terms for All Users. Contest Rules are addressed in Part III of this Terms of Service.

  5. Valley Eats Platform User Code. Valley Eats may from time to time implement additional guidelines and codes of conduct for use of the Valley Eats Platform and Customer Services. Any such terms will be notified to Users and will be incorporated by reference into the next version of these Terms of Service.

  6. Additional Terms and Conditions for Valley Eats Platform Users. To the extent the other terms and conditions of these Terms of Service are less restrictive than, or otherwise conflict with, the terms and conditions of this Section, the more restrictive or conflicting terms and conditions in this Section apply, but solely with respect to the use of Google Maps services and content, or to the Valley Eats Platform if downloaded from the Apple App Store or the Google Play Store.

  7. The Valley Eats Platform may use services and content from Mapbox and HERE. You acknowledge and agree that you are bound by the Mapbox terms of service (including the Mapbox Privacy Policy) and HERE terms of service (including the HERE Privacy Policy)

  8. The following additional terms and conditions apply to you if you are using a Valley Eats Platform. You acknowledge and agree that:

  9. These Terms of Service are entered into between you and Valley Eats. Neither Apple, Inc. ("Apple") nor Google, Inc. ("Google") (collectively, the "download service providers") are parties to this Terms of Service agreement nor will they have obligations with respect to the Valley Eats Platform. The applicable Valley Eats party not Apple or Google, is solely responsible for the Valley Eats Platform, including any maintenance and support, and the content thereof as set forth hereunder. However, the download service providers, along with their respective subsidiaries, are third-party beneficiaries of these Terms of Service. Upon your acceptance of these Terms of Service, the download service provider used to obtain the Valley Eats Platform will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you as a third-party beneficiary. If Valley Eats fails to conform to any applicable warranty, you may notify the download service provider used to obtain the Valley Eats Platform and they will refund the purchase price (if any) of the Valley Eats Platform in accordance with their policies, and, to the maximum extent permitted by applicable law, the download service provider used to obtain the Valley Eats Platform will have no other warranty obligation whatsoever with respect to the application and, as between the download service provider used to obtain the Valley Eats Platform and Valley Eats, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to confirm to any warranty is Valley Eats responsibility. You and us both acknowledge that Valley Eats, not the download service provider used to obtain the Valley Eats Platform, is responsible for addressing any end-user or third-party claims related to the Valley Eats Platform, including, but not limited to: (a) product liability claims, (b) any claim that the Valley Eats Platform fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar law. Further, you and us both acknowledge that, in the event of any third-party claim that the Valley Eats Platform or your possession or use of the Valley Eats Platform infringes on that third party’s intellectual property rights, as between Valley Eats and the download service provider used to obtain the Valley Eats Platform, the Valley Eats Platform will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and you are not listed on any U.S. Government list of prohibited or restricted parties.

 

2. Valley Eats Accounts

  1. Accurate Information. You represent and warrant that all information supplied by you on the Valley Eats Platform (including information provided by you to create an account for use of the Valley Eats Platform (a "Valley Eats Account") or in connection with your use of the Valley Eats Services is true, accurate, current and complete.

  2. Security of Valley Eats Accounts. Any Valley Eats Account must be kept secure and you agree that you will not share or disclose your Valley Eats Account credentials with anyone. No members of Valley Eats will be liable for any loss or damage arising from your failure to safeguarding your Valley Eats Account, use a strong password or limit its use to your Valley Eats Account. You may browse some of the Valley Eats Platform without creating a Valley Eats Account.

  3. Discretionary Access to Valley Eats Accounts. Valley Eats reserves the right to deny your request for a Valley Eats Account (including usernames) and to disable or terminate access to any Valley Eats Account (including usernames) issued to you at any time in Valley Eats sole discretion. If Valley Eats disables access to a Valley Eats Account issued to you, you will be prevented from accessing the Valley Eats Platform or the Valley Eats Services, your Valley Eats Account details, Orders or other information that is associated with your Valley Eats Account.

  4. Suspension, Term, Termination and Deletion of Valley Eats Accounts. We may suspend or terminate your ability to access the Valley Eats Platform, or cease providing you with all or part of the Valley Eats Services at any time for any or no reason, including, if we believe: (i) you may have violated these Terms of Service, (ii) you may create risk or possible legal exposure for us; (iii) prolonged inactivity; or (iv) our provision of the Valley Eats Services to you is no longer commercially viable. Suspension or termination may also include removal of some or all of the materials uploaded by you. We may make reasonable efforts to notify you by the email address associated with your account, through the Valley Eats Platform or the next time you attempt to access your account, depending on the circumstances. You acknowledge and agree that all suspensions or terminations may be made by Valley Eats in its sole discretion and that no members of Valley Eats  will be liable to you or any third-party for any suspension or termination of your access or for the removal of any of the materials uploaded by you to the Valley Eats Platform. Any suspension or termination of this Agreement by Valley Eats will be in addition to any and all other rights and remedies that Valley Eats may have.

  5. Account Deletion and Termination. You may request the deletion of your account by requesting (by email or through any then-available interfaces) that your Valley Eats Account be deleted, ceasing use of the Valley Eats Platform, the Valley Eats Services and uninstalling and removing all local software components thereof, if any. If you request deletion of your Valley Eats Customer Account, we may disable your Valley Eats Customer Account but keep the disabled Valley Eats Customer Account for fraud prevention or other lawful purposes. If we have received all outstanding payment from you, you may request termination these Terms of Service at any time by requesting by email (or any then-available interface on Valley Eats Platform) that your Valley Eats Account be deleted. We may terminate these Terms of Service at any time by giving notice to you, at our discretion, by email at your current email address on file with us or through the Valley Eats Platform.

 

5. Intellectual Property Terms

  1. Content and Intellectual Property

    1. Valley Eats Content and Intellectual Property Rights. The Valley Eats Platform and all content contained therein (excluding User Content as defined in Section 6(b) below), is owned or licensed by Valley Eats and protected by copyright, trade-mark and other intellectual property laws ("Valley Eats Content"). Valley Eats expressly reserves all rights in the Valley Eats Platform and all materials provided by Valley Eats in connection with these Terms of Service that are not specifically granted to you. You acknowledge that all right, title and interest in the Valley Eats Platform, all materials provided by Valley Eats in connection with these Terms of Service (including the Valley Eats Content), and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with Valley Eats (or third party suppliers or licensors, if applicable), and that the Valley Eats Platform and all materials provided by Valley Eats hereunder are licensed and not "sold" to you.

    2. User Content All information, data, text, software, music, sound, photographs, graphics, video, messages or other materials, whether publicly posted or privately transmitted to the Valley Eats Platform by Users ("User Content"), is the sole responsibility of such Users. This means that the User, and not members of Valley Eats, are entirely responsible for all such material uploaded, posted, emailed, transmitted or otherwise made available on the Valley Eats Platform. Valley Eats may monitor User Content from time to time but Valley Eats does not guarantee the accuracy, integrity or quality of such content. Under no circumstances will any members of Valley Eats be liable in any way for any User Content including for any loss or damage of any kind incurred as a result of the viewing or use of any materials posted, emailed, transmitted or otherwise made available via the Valley Eats Platform. To the extent your User Content contains any personally identifiable information, that data is handled in accordance with the Valley Eats Privacy Policy and all other User Content will be considered non-confidential.

    3. User-Related Content. Valley Eats may collect data, information, records, files, material or other content from your local computer (including mobile) system or from third-parties with your permission, and (in each case) including all results from processing such data, including compilations, and derivative works thereof ("User-Related Content"). You grant to Valley Eats a perpetual, transferrable, irrevocable, royalty-free, worldwide and sublicensable license to access, collect, store and use any such User-Related Content. To the extent your User-Related Content contains any personally identifiable information, that data is handled in accordance with the Valley Eats Privacy Policy. User-Related Content is not considered confidential or proprietary.

    4. User Content License to Valley Eats. By submitting, posting or displaying User Content on or through the Valley Eats Platform or otherwise to Valley Eats, you grant Valley Eats, a worldwide, non- exclusive, royalty-free, perpetual, transferable, and fully sublicensable right to use, refrain from using, remove, reproduce, modify, edit, copy, adapt, publish, translate, create derivative works from, distribute, transmit, perform display and otherwise use User Content, in whole or in part. You further grant Valley Eats the right (although Valley Eats does not have the obligation) to pursue at law any person or entity that violates your or Valley Eats rights in the User Content by a breach of these Terms of Service. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content that you submit. For the avoidance of doubt, Valley Eats has no obligation to post or display any User Content on the Valley Eats Platform.

    5. Use of Valley Eats Content and User Content by other Users. You may only use Valley Eats Content and other Users Content (eg. menus provided by Vendors) for the applicable Permitted Use. If you print extracts from the Valley Eats Platform for your own personal, non- commercial use, you must not modify the digital or papers of such materials or use any graphics, pictures, photographs or videos separately from any accompanying text.

      1. Terms on Submissions/Feedback and Other User Content

        1. Creating Submissions and Other User Content. Through the capabilities of the Valley Eats Platform you may be able to provide ratings/reviews, suggestions or other feedback ("Submissions"). Submissions are a subset of User Content. In creating and posting any Submissions (or other User Content) you represent and warrant that you will not post or transmit to or from the Valley Eats Platform any material or content which does or may:

        2. Breach any applicable local, national or international law;

        3. Be unlawful or fraudulent;

        4. Amount to unauthorized advertising;

        5. Contain any defamatory, obscene or offensive material;

        6. Promote violence or discrimination;

        7. Infringe the intellectual property rights of another person;

        8. Breach any legal duty owed to a third party (such as a duty of confidence);

        9. Promote illegal activity or invade another privacy;

        10. Give the impression that they originate from us; or

        11. Be used to impersonate another person or to misrepresent your affiliation with another person.

    6. You will be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of Submissions or other User Content to the Valley Eats Platform. Status of Submissions on the Valley Eats Platform. We reserve the right to remove or edit at any time any Submissions or other User Content posted, uploaded or transmitted to the Valley Eats Platform that we determine breaches the restrictions in Section 6(d)(i) above or is otherwise objectionable or may expose us or any third parties to any harm or liability of any type, or for any reason. Any Submissions on the Valley Eats Platform is for information purposes only and does not constitute advice from us or the opinions of anyone within Valley Eats. User Content may reflect the opinions of Customers who have ordered through the Valley Eats Platform and any statements, advice or opinions provided by such persons are theirs only. Accordingly, to the fullest extent permitted by law, no members of Valley Eats assume any responsibility or liability to any person for any User Content, including without limitation any mistakes, defamation, obscenity, omissions or falsehoods that you may encounter in any such materials.

    7. Public Display of Submissions. You acknowledge that Valley Eats may choose to provide attribution of your Submissions (for example, listing a date, User’s name and city on a User’s rating/review that you submit) at Valley Eats discretion, and that such User Content may be visible to other Users and visitors to the Valley Eats Platform. By providing a rating/review you acknowledge and consent to us using your given name in association with the rating/review. All ratings/reviews that we receive may be moderated before we publish them. We may do this to make sure that ratings/reviews fit our content guidelines.

    8. Note on Privacy. If you access any Personal Information through or in connection with the Valley Eats Platform you agree that you will treat such Personal Information in accordance with Valley Eats current Privacy Policy and you will not collect or harvest any Personal Information, including Personal Information of other users, except as permitted by these Terms of Service.

3. Licensed Access to The Valley Eats Platform and Permitted Use

  1. Subject to your compliance with these Terms of Service, Valley Eats hereby grants you a personal, revocable, non-exclusive and non-transferable license to use the Valley Eats Platform in accordance with these Terms of Service in the following manner depending on the type of User that you are:

    1. for Vendors, have access to a custom built terminal  to manage the offer and fulfillment of Orders; and

    2. for Couriers, you may create an account and use the Valley Eats Platform to manage and fulfill requests for deliveries of Orders,

    3. (i)-(iii) constitute the "Permitted Use" as applicable for a specific type of User. Reservation of Rights. Valley Eats retains the right, at its sole discretion, to deny access to anyone to the Valley Eats Platform or the Valley Eats Services, at any time and for any reason (or no reason at all), including, but not limited to, for violation of these Terms of Service or use other than the Permitted Use. You will cease and desist from any such access or use of the Valley Eats Platform or Valley Eats Services immediately upon request by Valley Eats.

  2. Geographic Application of the Valley Eats Platform. The Valley Eats Platform and/or specific services may not be available at all or any times and in all or any jurisdictions. Furthermore, nothing on the Valley Eats Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation may be prohibited by law.

  3. Changes to the Valley Eats Platform. Valley Eats reserves the right to change or allow a third party to change any information, material or content (including, but not limited to, price, features, availability of Goods, menus, Vendors contained on or provided through the Valley Eats Platform (the "Content") at any time, and from time to time, without notice. For greater certainty, the Content include the User Content (as defined below).

4. No Unlawful or Prohibited Use


  1. You may not, without Valley Eats prior written permission, use the Valley Eats Platform, the Valley Eats Services or any Content (including other User’s User Content) for purposes other than the applicable Permitted Use. Without limiting the generality of the foregoing, you will not, and will not permit anyone else to, or attempt to use the Valley Eats Platform and/or the Content to:

  2. "frame", "mirror" or otherwise incorporate the Valley Eats Platform, the Valley Eats Services or the Content or any part thereof on any commercial or non-commercial website;

  3. access, monitor or copy any part of the Valley Eats Platform, the Valley Eats Services or the Content using any robot, spider, scraper or other automated means or any manual process for any purpose without Valley Eats express written permission;

  4. violate any laws;

  5. violate the restrictions in any robot exclusion headers on the Content or the Valley Eats Platform or bypass or circumvent other measures employed to prevent or limit access to the Valley Eats Services or the Valley Eats Platform;

  6. remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in the Valley Eats Platform or the Content;

  7. modify or attempt to modify (or permit anyone else to modify or attempt to modify) the Valley Eats Platform, or any Vendor menu, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Valley Eats Platform;

  8. forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Valley Eats Platform or impersonate another person or organization or misrepresent their affiliation with a person or entity;

  9. attempt to, assist, authorise or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Valley Eats Platform or the Valley Eats Services;

  10. copy, reproduce, modify, translate, distribute, transfer, sell, publish, broadcast, perform, transmit, license or circulate in any form any part of the Valley Eats Platform or the Content;

  11. license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Valley Eats Platform;

  12. create derivative works based on the Valley Eats Platform, the Valley Eats Services or the Content, in whole or in part, or decompile, disassemble, reverse engineer or other exploit any part of the Valley Eats Platform, the Valley Eats Services or the Content;

  13. use of access the Valley Eats Platform in a manner that violates the rights (including, but not limited to contractual, intellectual property or proprietary rights) of any third party; or

  14. upload to or transmit through the Valley Eats Platform any information, images, text, data, media or other content that is offensive, harmful, tortuous, hateful, obscene, defamatory or violates any laws or is otherwise objectionable, in each case as determined by Valley Eats in its sole discretion.

 
 
 

6. Advertising and Third Party Websites

  1. If you elect to have any business dealings with anyone whose products or services may be advertised on the Valley Eats Platform, you acknowledge and agree that such dealings are solely between you and such advertiser and you further acknowledge and agree that no member of Valley Eats will have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings.

  2. The Valley Eats Platform may provide links to third party websites and such links are provided solely for your convenience. Third party websites: Links to third party websites on the Valley Eats Platform are provided solely for your convenience. If you use these links, you leave the Valley Eats Platform. We have not reviewed and do not control any of these third-party websites (and are not responsible for these websites or their content or availability). We do not endorse or make any representation about these websites, their content, or the results from using such websites or content. If you decide to access any of the third-party websites linked to the Valley Eats Platform, you do so entirely at your own risk.

  3. Valley Eats reserves the right to prohibit or remove (or require you to remove) any link to the Valley Eats Platform, including, without limitation, any link which contains or makes available any content or information of the foregoing nature, at any time.

 

7. Availability and Updates

  1. Valley Eats may alter, suspend, or discontinue the Valley Eats Platform or Service at any time and for any reason or no reason, without notice. The Valley Eats Platform or Service may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. Valley Eats may periodically add or update the information and materials on this the Valley Eats Platform without notice.

  2. While we try to ensure the Valley Eats Platform is normally available twenty four (24) hours a day, we do not undertake any obligation to do so, and no members of Valley Eats will be liable to you if the Valley Eats Platform is unavailable at any time or for any period.

  3. Valley Eats may upgrade or alter the Valley Eats Platform at any time. Valley Eats may remotely access the Valley Eats Platform (including for greater certainty any Valley Eats App) at any time for any lawful reason, in particular to update the software or to perform software maintenance.

 

8. Disclaimers

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF SERVICE (INCLUDING THE FOLLOWING DISCLAIMERS AND LIMITATIONS OF LIABILITY) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.

  1. Content: While we try to ensure that information on the Valley Eats Platform is correct, we do not promise it is accurate or complete. We may make changes to the material on the Valley Eats Platform including to Goods and prices described on it, at any time without notice. The material on the Valley Eats Platform may be out of date, and we make no commitment to update that material.

  2. Allergy, dietary and other menu information: We try to accurately copy the item names, descriptions, prices, special offer information, heat and allergenic warnings and other information ("Menu Information") from the menus that are provided to us by Vendors. However, it is the Vendors that are responsible for providing this Menu Information and ensuring that it is factually accurate and up-to-date, and we do not undertake any such responsibility. If you are in doubt about allergy warnings, contents of a dish or any other Menu Information, you should confirm with the Vendor directly before ordering.

  3. Vendor actions and omissions: The legal contract for the supply and purchase of Goods is between the Customer and the Vendor that you place your Order with. We have no control over the actions or omissions of any Vendor or Courier. Without limiting the generality of the foregoing, you acknowledge and accept the following by using the Valley Eats Platform:

    1. We do not give any undertaking that the Goods ordered from any Vendor through the Valley Eats Platform will be of satisfactory quality or suitable for your purpose and we disclaim any such warranties.

    2. Estimated times for deliveries and pick-ups are provided by the Vendors and are only estimates. Neither we nor the Vendors or Couriers guarantee that Orders will be delivered or will be available for pick-up within the estimated times.

    3. We encourage all Vendors accept all Orders and to communicate any rejection promptly, and we will notify you (generally by email) as soon as reasonably practicable if a Vendor rejects your Order. However, we do not guarantee that Vendors will accept all Orders, and Vendors have the discretion to reject Orders at any time because they are too busy, due to weather conditions or for any other reason.

  4. The foregoing disclaimers do not affect Customer’s statutory rights against any Vendor or Courier. Service Disclaimers

    1. Viruses. The downloading and viewing of the Valley Eats Platform or the Content is done at your own risk. Valley Eats cannot and does not guarantee or warrant that the Valley Eats Platform or the Content are compatible with your computer system or that the Valley Eats Platform or the Content, or any links from the Valley Eats Platform or the Content, will be free of viruses, worms, malware, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Valley Eats Platform.

    2. Communications Not Confidential. Valley Eats does not guarantee the confidentiality of any communications made by you through the Valley Eats Platform. Although Valley Eats generally adheres to the accepted industry practices in securing the transmission of data to, from and through the Valley Eats Platform, you understand, agree and acknowledge that Valley Eats cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Valley Eats Platform.

 

9. No Implied Warranties: Limitations of Liability

    NO IMPLIED WARRANTIES. THE VALLEY EATS SERVICES, THE VALLEY EATS PLATFORM AND THE CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, VALLEY EATS DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE VALLEY EATS SERVICES, VALLEY EATS PLATFORM AND THE CONTENT WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR THAT THE VALLEY EATS SERVICES, THE VALLEY EATS PLATFORM OR THE CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.

  1. EXCLUSION OF INDIRECT DAMAGES. IN NO EVENT WILL VALLEY EATS OR ANY MEMBER OF VALLEY EATS BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT VALLEY EATS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE USE OF, OR THE INABILITY TO MAKE USE OF, THE VALLEY EATS SERVICES, THE VALLEY EATS PLATFORM OR THE CONTENT.

  2. NO RESPONSIBILITY FOR VENDORS AND COURIERS. VENDORS AND COURIERS OFFERING GOODS OR SERVICES THROUGH THE Valley Eats PLATFORM ARE INDEPENDENT PERSONS OR ORGANIZATIONS AND NOT REPRESENTATIVES, AGENTS OR EMPLOYEES OF Valley Eats. Valley Eats IS THEREFORE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, CONTRACTUAL BREACHES OR NEGLIGENCE OF ANY VENDORS OR COURIERS OR FOR ANY PERSONAL INJURY, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKES NO RESPONSIBILITY WHATSOEVER FOR THE PRODUCTS OR SERVICES OFFERED BY VENDORS OR COURIERS.

  3. ADDITIONAL COSTS: YOU ASSUME FULL AND SOLE RESPONSIBILITY FOR ANY ADDITIONAL OR ASSOCIATED COSTS THAT YOU MAY INCUR IN CONNECTION WITH OR AS A RESULT OF YOUR USE OF THE VALLEY EATS PLATFORM, INCLUDING WITHOUT LIMITATION COSTS RELATING TO THE SERVICING, REPAIR OR ADAPTION OF ANY EQUIPMENT, SOFTWARE OR DATA THAT YOU MAY OWN, ;EASE, LICENSE OR OTHERWISE USE

 

10. Indemnification

You agree to defend, indemnify and hold harmless Valley Eats, its licensors and their directors, officers, agents, contractors, partners, representatives and employees from and against any threat or actual claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal fees, incurred in connection with or as a result of:

  1. your breach of these Terms of Service or any documents referenced herein;
  2. your violation of any law or the rights of a third party (including, without limitation, intellectual property rights);

  3. your breach of or failure to perform in respect of any Orders made by you or by any third party acting on your behalf or with your permission; or

  4. Valley Eats reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate as fully as reasonably required by Valley Eats.

 

11. Governing Law and Dispute Resolution

    Governing Law. These Terms of Service will be governed by the laws of the Province of Ontario, unless you access the Valley Eats Platform or receive the Valley Eats Services in Quebec, in which case the laws of the Province of Quebec apply to the extent of such access or use of the Valley Eats Services, and the federal laws of Canada applicable therein. These laws apply to your access to or use of the, the Valley Eats Platform, the Valley Eats Services or the Content, notwithstanding your domicile, residency or physical location. The Valley Eats Platform, the Valley Eats Services and the Content are intended for use only in jurisdictions where they may lawfully be offered for use

  1. Dispute Resolution Process.

    1. Except to the extent restricted by applicable law, if there is any dispute or controversy between (1) you and (2) Valley Eats or any members of Valley Eats, including any dispute or controversy arising out of or relating to these Terms of Service, the Valley Eats Platform or Valley Eats Services, any interactions or transactions between (1) you and (2) Valley Eats or any members of Valley Eats, or in respect of any legal relationship associated with or derived from these Terms of Service, including the validity, existence, breach, termination, construction or application, or the rights, duties or obligations of you or us, (each, a "Dispute"), the disputing person will serve notice on the other person and each you and us must use good faith efforts to resolve the Dispute informally.

    2. Except to the extent restricted by applicable law, if the Dispute is not resolved after twenty (20) business days of a person serving notice on the other party that there is a Dispute, you and us agree that the Dispute will be finally resolved by confidential arbitration before a single arbitrator in accordance with the Arbitration Rules of the ADR Institute of Canada, Inc. The seat of the arbitration will be Ontario or wherever convenient or necessary acting reasonably. There will be no appeals of any kind. The language of the arbitration will be English unless otherwise required by applicable law or agreed to by you and us. Valley Eats will pay the reasonable arbitration costs.

    3. Except to the extent restricted by applicable law, you and us agree that you and us will resolve any Dispute on an individual basis. Any claim you may have must be brought individually, in your individual capacity and not as a representative plaintiff or class member, and you will not join such claim with claims of any other person or entity, or bring, join or participate in a class action lawsuit, collective or representative proceeding of any kind (existing or future) against any members of Valley Eats.

    4. Nothing in this Section will prohibit us from seeking interim measures from a court, including preliminary or injunctive relief of breach of you of any intellectual property rights.

 

12. Miscellaneous

    Interpretation. Unless the context clearly requires otherwise, (a) references to the plural include the singular, the singular the plural, the part the whole, (b) references to any gender include all genders, (c) “including” has the inclusive meaning frequently identified with the phrase “but not limited to” and (d) references to “hereunder” or “herein” relate to this Agreement. The section headings in this Agreement are for reference and convenience only and shall not be considered in the interpretation of these Terms of Service.

  1. Entire Agreement. If you are a Customer, these Terms of Service, the Privacy Policy and any documents incorporated by reference herein constitute the entire agreement between Valley Eats and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Valley Eats with respect to the Valley Eats Platform. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

  2. Notices. Valley Eats may, in its sole discretion, provide any notices to you in connection with these Terms of Service through the Valley Eats Platform or by email at the then-current email address for you on file with Valley Eats. Valley Eats may be contacted in writing at:

Valley Eats24 Pembroke St West Suite #5Pembroke, OntarioK8A 5M3 or hungry@valleyeats.ca


Valley Eats may change its notice contact information from time to time by posting updated contact details on the Valley Eats Platform.

  1. No Waiver. Valley Eats failure to insist upon or enforce strict performance of any provision of these Terms of Service will not be construed as a waiver of any provisions or right.

  2. Force Majeure. Valley Eats will not be liable to you for any failure of or delay in the performance of its obligations under these Terms of Service for the period that such failure or delay is due to causes beyond Valley Eats reasonable control, including but not limited to acts of God, power outages, internet dis-connectivity, war, strikes or labor disputes, embargoes, government orders or any other force majeure event.

  3. Sever ability. If any of the provisions contained in these Terms of Service are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

  4. Order of Precedence. If any of the provisions contained in these Terms of Service conflict with the terms of another agreement between you and us, then these Terms of Service will prevail; provided that, if you are also a Vendor registered on the Valley Eats Platform, the terms applicable to the Vendor agreement will govern your relationship with Valley Eats in connection with your use of the Valley Eats Platform as a Vendor offering its services.

  5. Assignment. You may not transfer any of your rights or obligations under these Terms of Service without our prior written consent. We may transfer any of our rights or obligations under these Terms of Service without your prior written consent to any of our affiliates or any business that we enter into a joint venture with, purchase or are sold to.

 

13. Copyright Infringement

    Valley Eats supports the protection of intellectual property and asks Valley Eats participating businesses to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our members is infringing their intellectual property rights, they can send a notice to support@valleyeats.ca. Upon receiving a Copyright Infringement Notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of take down, the business can reply with a counter notification by contacting support@valleyeats.ca if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the business from engaging in the infringing activity, otherwise we restore the material.

 

II. ORDERING ITEMS

1. Access, Valley Eats Services and Products

Through the Valley Eats Platform you may place orders for Goods from Vendors, you may receive delivery of the Goods and Valley Eats may provide customer care support between you, Couriers and Vendors (these services and associated services such as order management, payment processing for Orders and provision of access to the Valley Eats Platform provided by Valley Eats from time to time are the "Valley Eats Services"). For avoidance of doubt, Valley Eats does not prepare or fulfil any orders for Goods or provide delivery services directly and no members of Valley Eats will be liable for any transactions between Customers, Couriers or Vendors. Valley Eats may provide products or services to Couriers or Vendors through a separate agreement executed with such parties. Menus and other Vendor-related information on the Valley Eats Platform is content provided by the Vendor and not Valley Eats.

 
 

2. Valley Eats Customer Account

To use the Valley Eats Platform and most features of the Valley Eats Services, you are required to successfully create a user account (the "Valley Eats Customer Account") using the available interfaces at the Valley Eats Platform.

 

3. Placing Orders

  1. Once you have created your Valley Eats Customer Account you may select Goods from a Vendor’s menu, choose your desired quantities, and then add them to your cart. Your cart may be edited at any time prior to placing an Order. Once you have made your selection, you may proceed to place your Order. At this time you will have the opportunity to review your cart items. After you review and confirm that the items in your cart are correct, you may proceed to place your Order, provide your payment card information or select the credit, apple pay or google pay payment option, if available, and an Order will be created and sent to the Vendor. You are responsible to ensure that all of your Order details, including billing, delivery address and other information is current, complete and accurate. Your payment card will be charged when a “Vendor” confirms your Order if the Order is a Card Order (as defined in section 6(b)). Once you have placed your Order, you will not be entitled to change or cancel your Order and you will not be entitled to a refund (except where required by law).

  2. We encourage Vendors to confirm promptly all Orders and to communicate any inability or unwillingness to fulfill an order, and we will notify you as soon as reasonably practicable if the Vendor does not confirm your Order. Vendor's may have the discretion to not accept orders.

  3. Because of standard banking procedures, once you have placed a Card Order and your payment has been authorised, your bank or card issuer will "ring-fence" the full amount of your Order. If your Order is not confirmed by the Vendor or cancelled for any other reason, your bank or card issuer will not transfer the funds for the Order to us, and will instead release the relevant amount back into your available balance. However, this may take a period of typically up to 5 working days (and in some cases up to 30 days, depending on your bank or card issuer). You acknowledge and agree that no members of Valley Eats nor the relevant Vendor will be responsible or liable to you in relation to this delay by your bank or card issuer in the release of funds back into your account.

  4. You agree that Valley Eats or the Vendor will have no liability to you for Orders that are not confirmed, are cancelled or that the Vendor has been unable or unwilling to fulfill.

 

4. Customer Care, Goods Contract, Third Party Couriers and Refunds

  1. Valley Eats may offer customer care in respect of issues relating to the Vendors and the Couriers. If you have any problems, questions or suggestions with respect to the Valley Eats Platform or your Order, please contact Valley Eats customer care team (and not the Vendor or Courier) via, email or phone at the contact information provided on the Valley Eats Platform.

  2. The legal contract for the purchase of Goods will in all cases be between the Customer and the Vendor. You irrevocably appoint and authorize us to act as your sole and exclusive agent for the purpose of concluding contracts for the sale of Goods between you and the Vendor by means of you placing Orders via the Valley Eats Platform. We may act as agent for the Customer and the Vendor for the legal contract for the purchase and sale of the Goods. YOU ACKNOWLEDGE AND AGREE THAT NO MEMBER OF VALLEY EATS HAS ANY CONTROL OVER THE QUALITY OF THE GOODS OR SERVICES OFFERED BY VENDORS AND COURIERS AND THAT NO MEMBERS OF VALLEY EATS WILL HAVE LIABILITY TO YOU FOR ANY PROBLEMS CAUSED BY THE VENDOR CONCERNING YOUR ORDERS, INCLUDING, WITHOUT LIMITATION, MISSED OR LATE DELIVERIES, MISSED GOODS ITEMS, AND ANY PROBLEMS WITH RESPECT TO THE QUALITY OF THE GOODS DELIVERED INCLUDING IF GOODS CAUSE ILLNESS, ALLERGIC REACTIONS OR HAVE INCORRECT NUTRITIONAL VALUES.

  3. For Delivery Orders that the Vendor arranges or for which third party couriers provide delivery services, we are not liable for any service or product provided by such couriers

  4. Valley Eats may provide, in its discretion, the refund or compensation by payment to your payment credit or debit card or providing the Customer with Valley Eats Credits (as defined below).

 

5. Payment Processing Services

Payment processing services for the Valley Eats Platform are provided by payment services providers as Valley Eats may choose from time to time (collectively referred to as the "Payment Processing Services Provider"). You hereby authorize Valley Eats to share with the Payment Processing Services Provider that financial information, banking details and transaction information related to your use of the payment processing services and the Valley Eats Platform. You also agree that Valley Eats is not responsible for the use or misuse of such financial information, banking details and transaction information by the Payment Processing Services Provider or any third party.

 

6. Price and Payment

    Goods prices listed on the Valley Eats Platform from Vendors are in Canadian dollars. Taxes, convenience fees and delivery charges may be added at checkout and will be payable by you along with the Order price.

  1. Payment for Orders must be made with an accepted credit, or supported debit card through the Valley Eats Platform ("Card Orders").

  2. For Card Orders, you will be charged at the time of your Order confirmation from the Vendor. The Valley Eats Platform uses the third party payment processors to effect charges onto your debit or credit card. You consent to the collection and use of your information (including, if applicable, personal information) by such payment processing service as necessary to process your payments. We reserve the right to change, or to stop accepting, any permitted payment method at any time in our sole discretion. You agree we may charge your payment card for any order placed and for any additional amounts (including any taxes) as may be applicable in connection with your purchase. You are responsible to ensure that all of your billing information is current, complete, and accurate. We will provide you with an online or emailed billing summary statement which you may review, save, or print at your discretion. This is the only billing statement that will be provided by us.

  3. Valley Eats or the Vendor is under no obligation to fulfill your Order at the incorrect price. Prices at the Vendor’s Goods in the Vendor’s physical location and at the Valley Eats Platform may be different. Any such differences will not entitle you to a refund or a reduction in price of your Order.

  4. Goods’ prices, delivery charges and any other fees are subject to change at any time at Valley Eats or the Vendor’s discretion.

 

7. Pickup, Delivery and Dine In

You may have the ability to choose if you would like your Order to be picked up by you at the premise of the Vendor ("Pickup Order") or delivered to you by a third party courier or courier of the Vendor ("Delivery Order") or have your order ready for sit down at Vendors ("Dine In Order") location. You may be provided a time for when the Pickup Order, Delivery Order or Dine In Order will be delivered/ready. These times are only an estimate and Valley Eats and the Vendor offer no guarantee that these times will be achieved. Valley Eats is not responsible for any delays in receiving or having your Order ready for any reason. For a Pickup and Dine In Orders, you will arrive at the time provided and Valley Eats and the Vendor are under no obligation to remake or refund the Goods if you do not arrive when indicated.

 

III. VALLEY EATS CREDITS AND CONTESTS

1. Valley Eats Credits

  1. Valley Eats may grant you credit toward eligible purchases as set out in these terms ("Eligible Purchases") in the form of Valley Eats credit ("Valley Eats Credit"). Valley Eats Credit is credit toward Eligible Purchases in a particular dollar amount that is associated with a unique Valley Eats Customer Account. The value of Valley Eats Credit including credit applied to your Valley Eats Customer Account is referred to as your "Valley Eats Credit Balance". When you apply a Credit to your Valley Eats Customer Account, your Valley Eats Credit Balance will be credited by the dollar value of the amount.. From time to time, Valley Eats may also issue Valley Eats Credit to you for other purposes (for example, to refund a purchase that you have made). Your Valley Eats Credit Balance includes the total remaining balance of all Valley Eats Credit that has been applied to your Valley Eats Customer Account. To check your Valley Eats Credit Balance, log in to your Valley Eats Customer Account.

  2. The Eligible Purchases that you may purchase using Valley Eats Credit consist of Goods, including all fees and costs on the Order for those Goods which you are permitted to purchase in accordance with these Terms of Service. Valley Eats reserves the right to restrict the use of Valley Eats Credit to comply with applicable law. Valley Eats Credit cannot be used to purchase anything other than Eligible Purchases and must be used in the currency in which they were paid or credited for.

  3. When you make a purchase from your Valley Eats Customer Account using Valley Eats Credit, the value of the Valley Eats Credit that you use for that purchase will be deducted from your Valley Eats Credit Balance. As long as you are only purchasing Eligible Purchases, you may use Valley Eats Credit to pay for all fees and costs on your Order, including but not limited to the cost of Goods, delivery charges, and taxes.  Any unused Valley Eats Credit Balance will remain associated with your Valley Eats Customer Account. If the cost of an Order exceeds your Valley Eats Credit Balance, the remaining amount must be paid with another payment method.

  4. There are no fees associated with purchasing, using, or redeeming Valley Eats Credit.

  5. Valley Eats Credit cannot be resold, used for payment outside the Eligible Purchases, transferred for value, returned for a cash refund, or redeemed for cash, except to the extent required by applicable law. No portion of your Valley Eats Credit Balance may be transferred to another Valley Eats Customer Account or otherwise assigned or transferred to another person.

  6. Valley Eats Credit may be subject to any additional terms and conditions that will be specified in connection with the specific Valley Eats Credit grant.

  7. Valley Eats has the right to void Valley Eats Credit, close Valley Eats Customer Accounts and bill alternative forms of payment if it suspects that a Credit is obtained, used or applied to a Valley Eats Customer Account (or Valley Eats Credit is applied to a purchase) fraudulently, unlawfully or otherwise in violation of these Terms of Service, or in a manner that abuses the Valley Eats Platform.

  8. For greater certainty, to the extent permitted by law, we reserve the right, at any time and in our sole discretion, to add to or amend terms and conditions (including these Terms of Service) in relation to the use of Valley Eats Credit

 
 

2. Contests/Competitions

  1. From time to time, Valley Eats may run contests or competitions ("Contests"). Those Contests will be subject to these Terms of Service, as well as rules specific to each Contest ("Contest Rules").

  2. In general, Contests for Canadian users will be open to individual residents of Canada over the age of majority in the province or territory in which they reside, with the exception of:

    1. employees, representatives and agents (and persons with whom they are domiciled, whether related or not) of Valley Eats Group, its advertising and promotion agencies; and

    2. residents of Quebec, unless specified in the Contest Rules.

  3. The Contest Rules may specify other eligibility rules.

  4. For greater certainty, subject to applicable law, we reserve the right, at any time and in our sole discretion, to withdraw any Contest, to add to or amend terms and conditions (including these Terms of Service) in relation to any Contest or to vary or terminate the operation of a Contest at any time without notice.